Peel back the covers from Windows Millennium Edition and what do you have? At its heart, Microsoft's most recently released operating system is Windows 98 SE with some bells and whistles added, and some other features removed or made harder to find.

For starters, "System Restore" automatically makes regular backups of critical system files, so that when trouble strikes you can "go back in time" and restore your system to a previous, well-running condition. Similarly, WinMe comes with a special version of "Windows Critical Update Notification" that automatically checks in with Microsoft.com from time to time to download and install new patches, bug fixes, and the like without requiring any involvement at all. Sounds good, right?

It is, except for one little thing: These and other new features all take up hard disk space -- hundreds of megabytes -- and they may slow down your system.

Running at Half Speed?
I say "may" because not all systems see a slowdown. But those that do -- oh brother! I recently bought a 1.2GHz Athlon system running WinMe with 256MB of RAM to replace a 550MHz Pentium III running Win98SE with 128MB of RAM. With those stellar specs, the new box should have been twice as fast as the old, right?

But the new 1.2GHz PC didn't feel particularly fast, and it certainly wasn't smooth: I experienced annoying system interruptions when WinMe would launch some internal task or other, causing whatever foreground task I was working on to stutter and become momentarily unresponsive. It all added up to a subjective experience of the 1.2GHz machine delivering half-speed performance -- about what I'd grown accustomed to with the 550MHz box running Win98SE. What was the problem? Was it the hardware or the software?

I tried a variety of benchmarks (using WinTune, among other tests) and spent several weeks trying various tunings and tweakings to see whether I could unleash the power I believed was in there. And this article is the result. Near the end of my quest, I had a system that was measurably faster -- about 10 percent -- in several key areas than it was upon arrival. And by the time I reached the very end of the process you're about to read, the new system was behaving the way I'd originally hoped: It's one fast little puppy.